Carrier Operating Agreement

Last Updated: April 1, 2026

1. Introduction and Purpose

This Carrier Operating Agreement ("Agreement") is entered into between Oscar Solution LLC ("Company," "we," "our") and the carrier or owner-operator ("Carrier," "you," "your") who completes the onboarding process and agrees to these terms.

This Agreement establishes the terms and conditions under which Oscar Solution will provide dispatch services to the Carrier. By completing the carrier onboarding form and electronically signing this Agreement, the Carrier acknowledges that they have read, understood, and agreed to be bound by all terms herein.

2. Scope of Dispatching Services

Core Services

Oscar Solution agrees to provide the following core dispatching services to the Carrier:

• Load Sourcing and Matching: Actively searching load boards, direct shipper relationships, and broker networks to identify freight opportunities that match the Carrier's equipment type, preferred lanes, and scheduling requirements.
• Rate Negotiation: Negotiating freight rates on behalf of the Carrier with brokers and shippers to secure competitive compensation for each load.
• Broker Communications: Serving as the primary point of contact between the Carrier and freight brokers for load-related communications, including scheduling, check calls, and issue resolution.
• Paperwork Management: Handling rate confirmations, bills of lading coordination, proof of delivery documentation, and invoice preparation on behalf of the Carrier.

Market Intelligence

Where available, Oscar Solution will provide the Carrier with market insights including:

• Regional freight demand analysis and lane recommendations
• Rate benchmarking data to inform pricing expectations
• Seasonal trend information affecting freight volumes and rates
• Broker credit information and payment history verification

Additional Services

• 24/7 Dispatch Support: Live dispatcher availability around the clock for carriers on qualifying plans.
• Compliance Assistance: Monitoring of carrier authority status, insurance documentation, and general DOT/FMCSA compliance reminders (advisory only; the Carrier remains solely responsible for compliance).
• Tracking Coordination: Integration with the Carrier's ELD or tracking systems to facilitate real-time location updates to brokers.
• Factoring Coordination: Coordination with the Carrier's factoring company for invoice submission and payment processing.

3. Carrier Obligations

The Carrier agrees to the following obligations during the term of this Agreement:

• Maintain valid and active MC/DOT authority with the FMCSA at all times.
• Maintain adequate commercial auto liability insurance, cargo insurance, and any other insurance required by applicable law.
• Comply with all applicable federal, state, and local transportation regulations, including hours of service rules.
• Provide timely and accurate updates regarding load status, availability, and any issues that may affect pickup or delivery schedules.
• Promptly notify Oscar Solution of any changes to insurance coverage, authority status, equipment, or contact information.
• Operate equipment that meets all applicable safety standards and is properly maintained.
• Refrain from directly contacting or soliciting brokers or shippers that were introduced through Oscar Solution's dispatch services for a period of six (6) months after termination.

4. Commission and Payment

The Carrier agrees to pay Oscar Solution a commission based on the agreed-upon plan selected during onboarding:

• Starter Plan: 7% of the gross revenue from each dispatched load.
• Professional Plan: 9% of the gross revenue from each dispatched load.
• Elite Plan: 5–7% of the gross revenue, based on fleet size and volume.

Commission is calculated on the total gross revenue of each load dispatched through Oscar Solution, before any deductions. Commission is payable upon receipt of payment from the broker or shipper, or upon factoring of the load invoice.

5. Independent Contractor Relationship

The Carrier is and shall remain an independent contractor. Nothing in this Agreement creates an employer-employee relationship, partnership, joint venture, or agency relationship between Oscar Solution and the Carrier. The Carrier retains full control over their operations, including but not limited to:

• The right to accept or decline any load presented by Oscar Solution.
• Control over driving routes, schedules, and methods of operation.
• Responsibility for all operating expenses including fuel, maintenance, tolls, and equipment costs.
• The right to engage other dispatch services simultaneously, unless otherwise agreed.

6. Term and Termination

This Agreement is effective upon completion of the carrier onboarding process and shall continue on a month-to-month basis until terminated by either party.

• Termination by Carrier: The Carrier may terminate this Agreement at any time by providing written notice (email acceptable) to Oscar Solution. No cancellation fees apply.
• Termination by Company: Oscar Solution may terminate this Agreement at any time with or without cause by providing written notice to the Carrier.
• Immediate Termination: Either party may terminate immediately in the event of a material breach, loss of operating authority, insurance lapse, or fraudulent conduct.

Upon termination, any outstanding commission owed on loads dispatched prior to the termination date remains payable to Oscar Solution.

7. Limitation of Liability

Oscar Solution provides dispatch services on a best-effort basis and does not guarantee any specific revenue, number of loads, or freight availability. Oscar Solution shall not be held liable for:

• Broker or shipper non-payment, delayed payment, or disputes.
• Cargo damage, loss, theft, or claims arising during transportation.
• Accidents, injuries, or property damage occurring during the course of operations.
• Force majeure events including natural disasters, pandemics, or government actions affecting freight markets.

8. Confidentiality

Both parties agree to keep confidential any proprietary business information, customer lists, rate data, and operational details shared during the course of this Agreement. This obligation survives termination of the Agreement for a period of twelve (12) months.

9. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming. Any disputes arising under this Agreement shall first be attempted to be resolved through good-faith negotiation. If negotiation fails, disputes shall be submitted to binding arbitration in Sheridan County, Wyoming, in accordance with the rules of the American Arbitration Association.

10. Amendments

Oscar Solution reserves the right to amend this Agreement with 30 days' prior written notice to the Carrier. Continued use of dispatch services after such notice constitutes acceptance of the amended terms. If the Carrier does not agree to the amended terms, the Carrier may terminate this Agreement without penalty.

11. Contact Information

For questions about this Agreement, please contact:

Oscar Solution LLC
30 N Gould St
Sheridan, WY 82801-6317
Email: legal@oscarsolution.com
Phone: (307) 215-9637